China News Service, February 1st. On the 1st, the person in charge of the relevant department of the China Securities Regulatory Commission answered questions from reporters on the full implementation of the stock issuance registration system. The questions and answers are as follows:
Q: How to evaluate the effectiveness of the pilot registration system?
Answer: According to the decision-making and deployment of the Party Central Committee and the State Council, the China Securities Regulatory Commission adopts the reform path of pilot first, first increase and then stock, and gradually roll out. The registration system and the promotion of a package of reforms have opened up a new situation in the reform and development of the capital market.
During the pilot process, we explored and formed three principles for the reform of the registration system: respect the basic connotation of the registration system, learn from global best practices, and reflect Chinese characteristics and characteristics of the development stage.
In general, the pilot registration system is in line with China's national conditions and is successful. The main institutional arrangements have withstood the market test, brought a real sense of gain to all parties in the market, and promoted it to the whole market.
Main achievements: First, explored and formed a registration system structure that is in line with my country's national conditions.
In particular, with information disclosure as the core, a more market-oriented institutional arrangement has been introduced, and no administrative restrictions have been set on the price and scale of new share issuance, which has significantly improved the efficiency, transparency and predictability of review and registration.
The second is to enhance the service function of technological innovation.
Both the Science and Technology Innovation Board and the Growth Enterprise Market have set up diversified and inclusive issuance and listing conditions, allowing unprofitable companies, companies with special equity structures, and red-chip companies to go public, which meets the characteristics and financing needs of technological innovation companies.
In particular, a group of "hard technology" companies in the "stuck neck" technological research field have landed on the Science and Technology Innovation Board, forming industrial clusters in integrated circuits, biomedicine, high-end equipment manufacturing and other industries, smoothing the high level of technology, capital and the real economy. cycle.
The third is to promote key system innovations such as trading and delisting.
There is no price limit for new stocks listed on the Science and Technology Innovation Board and the ChiNext Board for the first 5 trading days. After that, the daily price limit is relaxed from 10% to 20%. The margin financing and securities lending mechanism is simultaneously optimized, and the pricing efficiency of the secondary market has been significantly improved.
Establish a normalized delisting mechanism, simplify delisting procedures, improve delisting standards, and significantly increase delisting efforts.
The fourth is to optimize the multi-level market system.
The reform of the registration system is promoted with the sector as the carrier.
During this process, the Shanghai Stock Exchange newly established the Science and Technology Innovation Board, the Shenzhen Stock Exchange reformed the Growth Enterprise Market, merged the main board and the small and medium-sized board, and the New Third Board established a selection layer and then established the Beijing Stock Exchange to establish a transfer mechanism.
After the reform, the sectoral structure of the multi-level capital market has become clearer and its features more distinctive, and the organic connections between various sectors have been strengthened through IPO (listing), transfer of listing, spin-off and listing, and mergers and acquisitions.
The fifth is to improve the guarantee of the rule of law.
The introduction and implementation of the new Securities Law and the Amendment to the Criminal Law (Eleventh) have fundamentally reversed the situation where the cost of violating laws and regulations was too low.
The Central Office and the State Office issued the "Opinions on Strictly Cracking down on Securities Illegal Activities in accordance with the Law", and the "zero tolerance" law enforcement and judicial system has been continuously improved.
The "Kangmei case", the first securities class action lawsuit, awarded 2.459 billion yuan in compensation to investors, which became a landmark event in the history of the rule of law in the capital market.
Sixth, the market ecology has been improved.
Driven by a series of reform measures, the survival of the fittest mechanism in the capital market has been improved, and the structure of listed companies, investor structure, and valuation system have undergone positive changes. The valuation of the secondary market shows a trend of high quality and high price.
The market order has become more standardized, and the awe of the issuers and intermediaries towards the market has increased significantly.
Q: What are the arrangements for this reform to optimize the review and registration mechanism for issuance and listing?
Answer: Reviewing the registration mechanism is the key content of the registration system reform.
In the pilot registration system stage, we have explored and established a review and registration structure of two links: exchange review and CSRC registration, which is generally in line with the reality of our country.
On the basis of fully listening to market opinions, this reform has further optimized the issuance and listing review and registration mechanism.
The general idea is to keep the basic structure of exchange review and CSRC registration unchanged, further clarify the division of responsibilities between the exchange and the CSRC, and improve the efficiency and predictability of review registration.
At the same time, strengthen the supervision and guidance of the China Securities Regulatory Commission on the audit work of exchanges, and effectively control the entrance of the capital market.
In the review process of the exchange: the exchange undertakes the responsibility of comprehensively reviewing and judging whether the company meets the issuance conditions, listing conditions and information disclosure requirements, and forms an audit opinion.
During the review process, if it is found that the project under review involves major sensitive matters, major unprecedented circumstances, major public opinion, or major illegal clues, it shall promptly report to the CSRC for instructions.
The China Securities Regulatory Commission checks whether the issuer complies with the national industrial policy and sector positioning.
In the process of registration with the China Securities Regulatory Commission: The China Securities Regulatory Commission will perform the registration procedures according to the law based on the review opinions of the exchange, and make a decision on whether to approve the registration application of the issuer within 20 working days.
The China Securities Regulatory Commission will change its functions and strengthen the overall coordination and supervision of the exchange review work.
The first is to unify audit concepts and standards, and maintain consistent audit standards.
Second, during the review process of the exchange, select projects under review according to standards or randomly select a certain proportion, and pay attention to the implementation of the exchange's review concepts and standards.
The third is to urge the exchanges to establish and improve internal checks and balances mechanisms such as the "firewall", strengthening the quality control department, and the listing committee and the restructuring committee (hereinafter referred to as the "two committees").
The fourth is to carry out regular or irregular inspections of the stock exchange's issuance and listing review work.
Q: What are the important measures of this reform to improve the main board trading system?
Answer: This reform draws on the experience of the Science and Technology Innovation Board and the Growth Enterprise Market, and further improves the main board trading system with a more market-oriented and convenient orientation.
Main measures: First, there will be no price limit for the five trading days before the listing of new shares.
The second is to optimize the intraday temporary suspension system.
The third is that new shares can be included in the subject of margin financing and securities lending on the first day of listing, optimize the refinancing mechanism, and expand the scope of securities lending and securities lending sources.
What needs to be explained is that this reform proceeds from the reality of the main board, and no adjustments have been made to the two systems.
First, starting from the sixth trading day of the IPO listing, the daily price limit will remain unchanged at 10%.
The main consideration is that, based on practical experience, the volatility of stock stocks and new stocks on the main board is relatively low from the sixth trading day, and the 10% price limit can meet the pricing needs of most stocks.
The second is to maintain the current investor suitability requirements of the main board unchanged, and there are no restrictions on investors' assets and investment experience.
Here, investors are reminded that after the reform of the main board, the issuance and listing conditions have become more inclusive, and the issuance pricing and trading systems have also changed. I hope that everyone can fully understand these system changes and risk points, and make prudent investment decisions.
Question: After the full implementation of the stock issuance registration system, what measures will be taken to combine decentralization and regulation?
Answer: The combination of decentralization and management is an integral part of the reform of the registration system.
The general idea is to strengthen the supervision of the whole process before and after the event, increase the intensity of "management" while "releasing", urge all market players to return to their positions and perform their duties, and create a good market ecology.
At the front end, stick to the positioning of the sector, compact the responsibilities of issuers, intermediaries, exchanges and other levels, strictly review and strictly control the quality of listed companies.
The implementation of the registration system does not mean relaxing the quality requirements, and it does not mean that whoever wants to send it out.
In particular, it is necessary to make good use of on-site inspections, on-site supervision and other means, adhere to the principle of "responsibility upon declaration", and if an issuer is found to be suspected of major violations of laws and regulations, timely take investigations, suspend review and registration, suspend issuance and listing, and revoke issuance registration, etc. measure.
At the same time, scientifically and rationally maintain the normalization of new share issuance, maintain the dynamic balance of investment and financing, and promote the coordinated development of the primary and secondary markets.
In the middle end, strengthen the linkage between issuance supervision and continuous supervision of listed companies, and standardize the governance of listed companies.
Strengthen the supervision of information disclosure of listed companies, and further tighten the information disclosure responsibilities of listed companies, shareholders and related parties.
Unblock multiple exit channels such as compulsory delisting, voluntary delisting, mergers and acquisitions, bankruptcy reorganization, etc., and promote the survival of the fittest among listed companies.
Strictly implement the delisting system, strengthen delisting supervision, and improve the major delisting risk disposal mechanism.
On the back end, maintain a high-pressure situation of "zero tolerance" law enforcement.
Conscientiously implement the "Opinions on Strictly Cracking Down on Illegal Securities Activities in accordance with the Law", establish and improve the law enforcement and judicial system and mechanisms to strictly crack down on illegal securities activities, severely crack down on serious illegal activities such as fraudulent issuance and financial fraud, and seriously investigate issuers, intermediaries and related parties. Responsibility of personnel, forming a strong deterrent.
The China Securities Regulatory Commission will adapt to the requirements of the full implementation of the registration system, accelerate regulatory transformation, promote the construction of scientific and technological supervision, and effectively improve regulatory capabilities.
Q: What are the arrangements for the supervision and balance of public power under the registration system?
Answer: The essence of the registration system reform is to hand over the right of choice to the market and strengthen market constraints and legal constraints.
This is conducive to the standardized and transparent operation of public power, and eradicates the soil that breeds corruption from the system.
It should be noted that with the extension of the chain of public power under the registration system, new risks of integrity have also emerged.
The Party Committee of the China Securities Regulatory Commission and the Disciplinary Inspection and Supervision Team stationed at the Commission attach great importance to this, insist on answering the same questions together, and work in the same direction, through a series of institutional arrangements and powerful measures, to implement the strict requirements to the end, and to use strict discipline to guarantee the reform of the registration system convoy.
In terms of reviewing the registration process, establish an internal control mechanism with hierarchical checks and collective decision-making to prevent excessive concentration of power.
In particular, the exchange is required to firmly establish the awareness of public power, strengthen the quality control department's follow-up supervision and decision-making checks and balances on the review work, reform and improve the "two committees" personnel composition, term of office, responsibilities and rules of procedure, and strengthen political quality, professional background, and professional ethics. Put forward higher requirements, increase the proportion of full-time personnel, strengthen discipline, and effectively play the gatekeeping role of the "two committees".
Highlight the construction of transparency, make the standards, procedures, content, process, and results of the review and registration all public, accept social supervision, and let power operate in the sun.
In terms of business supervision, improve the list of rights and responsibilities of the exchange, and establish and improve the internal governance mechanism of the exchange.
The China Securities Regulatory Commission strengthened the supervision and assessment of the audit work of the exchanges, and urged the exchanges to improve the audit quality.
The China Securities Regulatory Commission will also strengthen the internal audit department's business supervision of issuance and registration.
In terms of clean government supervision, adhere to and improve the close supervision of exchanges and the embedded supervision of issuance review and registration, strictly manage review and registration personnel and members of the "two committees", and resolutely rectify the "revolving door" of politics and business.
One-stop promotion of not daring to be corrupt, not being able to be corrupt, not wanting to be corrupt, "zero tolerance" for corruption in the capital market field, and persevering in upholding discipline.
Here, we also remind market players such as issuers and intermediaries that the China Securities Regulatory Commission and exchanges insist on conducting audits with open doors. There is no need to ask for entrustment or find "gateways", let alone engage in benefit transfer and act as "brokers".
In the next step, the issuer's integrity commitment mechanism will be established, the construction of intermediary agencies' integrity will be further promoted, and bribery and bribery will be investigated together, so that the briber "illegally breaks the law in one place and is restricted everywhere."
In this regard, don't take any chances, or you will pay a heavy price.
Q: There are many rules and regulations formulated and revised in this reform. What are the main considerations?
Answer: The full implementation of the registration system involves not only the main board of the Shanghai and Shenzhen Stock Exchanges, the basic layer and the innovation layer of the New Third Board, but also the Science and Technology Innovation Board, the Growth Enterprise Market and the Beijing Stock Exchange that have already implemented the registration system.
In terms of the level of institutional rules, there are not only the regulations and normative documents of the CSRC, but also the business rules of securities trading venues and securities registration and settlement institutions, as well as specific operational documents such as guidelines for the application of rules and business guidelines.
In terms of regulatory content, in addition to IPO, there are also refinancing, mergers and acquisitions, and also cover transactions, information disclosure, investor protection and other aspects.
In terms of products, it includes not only stocks, but also convertible corporate bonds, preferred stocks, depositary receipts, etc.
Based on the experience of the pilot registration system, this reform has comprehensively sorted out and systematically improved the relevant rules and regulations. It mainly optimizes and finalizes the effective practices in the pilot phase, unifies the expression of rules, and cancels the words "pilot", etc.
(China New Finance and Economics)